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Section Two: Issuers’ Continuing Disclosure Obligations

Issuers are considered to have adequate current information publicly available to the extent
such information is updated to reflect new developments after the publication of the initial
issuer disclosure statement. In general, an issuer shall provide updates to the most recent
balance sheet, income statement and statement of cash flows, as required under Item XV
above, as well as disclose changes in any other of the above disclosure items no later than
45 days after the end of any fiscal quarter (“Quarterly Updates”) and 90 days after the end of
any fiscal year (“Annual Updates”). Issuers shall also provide updates (“Current Updates”)
within 10 business days in the event that any of the information contained in the disclosure
statement (including information contained in any prior Update) has become materially
inaccurate or incomplete, or upon the occurrence of certain events described under the
Current Reporting Obligations section. The specific requirements for Quarterly, Annual and
Current Updates are set forth below.

Insiders, affiliates and control persons of issuers shall be aware that Rule 144 under the
Securities Act requires that adequate current information be publicly available if they wish to
sell any of their securities in the public secondary markets.

Quarterly Reporting Obligations


In order to be considered as having adequate current information publicly available, issuers
must publish Quarterly Updates to their disclosure statements on the Pink Sheets News
Service, no later than 45 days after the end of each fiscal quarter. Quarterly Updates should
contain responses to the following items, and should follow the format below.

Item I Exact name of the issuer and the address of its principal
executive offices.

In answering this item, the issuer shall provide the information required by Items I and II of
the requirements for initial disclosure statements in Section One of these Guidelines. The
issuer may state “No Change” if there has been no change to the information previously
provided.

Good Life China Corporation


B603, 8 Building
Technology Fortune Center
Xue Cing Road
Haidian District
Beijing, China

Tel: 0086-10-87094698
Web: www.haorizi.com

North American Office

Good Life China Corporation


1 Yonge Street
Suite 1801
Toronto, ONT M5E 1W7
Canada

http://www.goodlifechina.com
Phone: 1-800-365-4331
Fax: 866-455-6270
Item 2 Shares outstanding.
In answering this item, the issuer shall provide the information required by Item X
of Section One of these Guidelines with respect to the fiscal quarter end.

April 11, 2008


Authorized: 2,500,000,000
Outstanding: 168,518,988
Float: 4,583,388
Number of beneficial shareholders: 1,552
Total number of shareholders of record: 1,683

Item 3 Interim financial statements.


The issuer shall include financial statements for the most recent fiscal quarter,
which quarterly financial statements shall meet the requirements of Item XV of
Section One of these Guidelines.

See Attached Item XV, as of December 31, 2007.

Item 4 Management’s discussion and analysis or plan of operation.


The issuer shall provide the information required by Item XVII of Section One of
these Guidelines.

See Attached Item 4, Management’s discussion and analysis or plan of


operation.

Item 5 Legal proceedings.


The issuer shall provide the information required by Item V(a)(11) of Section One
of these Guidelines, to the extent not already disclosed in a prior disclosure
statement.

There are no current legal proceedings currently filed or anticipated.

Item 6 Defaults upon senior securities.


If there has been any material default in the payment of principal, interest, a
sinking or purchase fund installment, or any other material default not cured
within 30 days, with respect to any indebtedness of the issuer exceeding 5% of
the total assets of the issuer, (i) identify the indebtedness and (ii) state the nature
of the default, the amount of the default and the total arrearage as of a recent
date.

If any material arrearage in the payment of dividends has occurred or if there has
been any other material delinquency not cured within 30 days, with respect to
any class of preferred stock of the issuer, give the title of the class and state the
nature of the arrearage or delinquency. In the case of a default in the payment of
dividends, state the amount and the total arrearage as of a recent date.
The issuer need not respond to this item with respect to any class of securities all
of which is held by, or for the account of, the issuer or its totally held subsidiaries.
Issuers need not repeat information that has been previously disclosed in a prior
disclosure statement, although the issuer shall provide updates regarding
previously reported defaults.

There have been no material defaults on any of the Corporation’s securities.

Item 7 Other information.


The issuer shall include here responses to any items that the issuer would be
required include in a Current Update. See the Current Update section below
regarding the information required to be in a Current Update.

Changes in Corporate Officers and Directors:

On January 27, 2008, Han J. Pettersson resigned as a Director and Officer of the
Corporation.

On January 27, 2008, Mr. Garr Winters accepted a position as an officer and
director of the corporation. He is the Secretary of the Corporation, and the sole
authority to issue stock on behalf of the Corporation.

Mr. Winters created his first public company, Quebec Outdoor Amusements Corporation,
in 1967 for operations at Expo 67. Has subsequently partnered in the acquisition,
operation and development of a diverse group of successful companies including
Canada's leading travel ware manufacturer and importer, Frontier Town USA (a theme
amusement park), a national Internet Service Provider, an international satellite
organization, an international sub prime lending group and currently heads a small &
micro cap funding corporation.

On February 1, 2008, Ms. Dongmei Jia accepted to be an officer and director of


the Corporation. She was appointed Chief Executive Officer and President.
Her experience includes:
Dongmei
• 2007 – Chairman & CEO Esprit Good Life
• 2006 - Present : President of Good Life Group Ltd.
• 2002 - 2003: MBA of Tsinghua University
• 1998 - 2006: Founder/ CEO/ Chairman of Hebei Cang Zhou Good Life
Supermarket Ltd.
• 1988 - 1998: Founder/General Manager of Feitian Decoration Ltd.

On February 1, 2008, Mr. JinMing Wang accepted to be an officer and director of


the Corporation. He was appointed Treasurer of the Corporation.
Item 8 Exhibits.
The issuer shall either describe or attached any exhibits that are required under
Items XVIII and XIX of Section One, and which have not already been described
or attached in any prior disclosure statement, except that the issuer must
describe or attach any amendments to any previously described or attached
exhibits. The issuer shall also include current certifications, meeting the
requirements contained in Item XX of Section One, relating to the Quarterly
Update.

In November 2007, China Good Life, LLC was formed pursuant to the Limited
Liability Company Act of the State of Nevada as a member operated company.
The members included:
• Hebei Haorizi Trade Stock Co., Ltd.
• Asia Pacific Enterprises Limited (for the benefit of Hebei Haorizi Trade
Stock Co., Ltd.
• Esprit Financial Group, Inc.

The members of the Company signed an operating agreement on November 27,


2007 under which a majority of the members are empowered to make all
operating decisions and enter into contracts with third parties in relation to the
operations of this Limited Liability Company.

On January 7th, 2008, THE League Publishing Inc. acquired the assets of Esprit
Financial Group, Inc. in an all stock transaction valued at $57 million USD with
the total number of shares to be issued to MonArc Corporation (previously Esprit
Financial Group, Inc.) of 95 million common shares.

This acquisition included substantially all of the North American operations of


Esprit Financial Group with the exceptions of the IFGX division, cash and
accounts receivable derived during the normal course of business. The
acquisition also included Asia Pacific Enterprises Limited, a Belize based
subsidiary of Esprit Financial Group, Inc.

Asia Pacific Enterprises Limited is a Special Purpose Corporation whose only


assets are a 100% interest in Hebei Haorizi Trade Stock Co., Ltd. The operations
and business model are detailed in answer to Item 4 Management’s discussion
and analysis or plan of operation.

On January 27th, 2008, The League Publishing Inc. was renamed Good Life
China Corporation pursuant to a board resolution.

Of this total number of shares issued to MonArc, MonArc will, in turn, issue 80
million shares to Asia Pacific Enterprises, Limited, and up to 14 million shares will
be distributed as a special stock dividend to investors who held shares at the
closing bell on February 1st, 2008. The remaining shares shall be retained by
MonArc, the disposition of which shall be determined by the Company’s
management and Board of Directors.

An additional 35,129,443 shares were issued to Corporate Bank PLC as an


allocation towards a PPM offering, which offering is intended to raise up to $12
million USD over the next 8 – 12 months, with net proceeds to fund continued
expansion of the Corporation’s business activities, as directed by the Officers
and Board of Directors. These shares are to be held in escrow, and being
released to accredited investors as the contract for placement comes due.

On April 9, 2008 a new ticker symbol was issued for the Corporation, and the
Corporation began trading under the GLCC ticker symbol.

The Issuers primary SIC code is 5331 - Variety stores.


Its secondary SIC code is 6799 - Investors, Not Elsewhere Classified
Item 4

Management’s discussion and analysis or plan of operation.

Good Life China Corporation

March 31, 2008


INTRODUCTION:
Goo Life China Corporation is a diversified international company active in North
America and China. China based operations represent the lion’s share of revenue and
profit, centered around a large and rapidly growing chain of convenience stores serving
rural markets.

Good Life is one of most successful and fastest growing chain of Convenience Stores in
rural areas of Hebei Province, China.

The Company has enjoyed meteoric growth rates over the last 10 years, growing from a
mere 8 stores in 1999 to almost 1,600 in 2007, becoming the largest chain store network
of convenience stores serving more than 2.4 million people in the rural areas of China.

The Company expects to continue rapid expansion of its retail footprint through the next
several years, and plans to begin launching stores in large urban areas beginning in 2008.
Current plans call for the Company to expand to 4,000 franchised stores in 2008, and
reach upwards of up to 15,000 locations by the end of 2010.

Hebei Province, People’s Republic of China


Population: 65 million
In 2007, the Company modified its business model to move away from company owned
and operated retail outlets and converted all of its stores to a franchise model. With the
economies of scale the Company is achieving as it continues to grow, it will focus on
core areas of expertise including logistics and group buying of consumer and farm
supplies and products.

The Company has established 3 logistics/distribution centers that provide web-enabled


support to handle order entry, shipping and billing functions of products to its
franchisees. With its emphasis on serving rural areas, the Company’s stores are well
positioned to provide a comprehensive one-stop shop for a wide variety of goods and
services to meet the needs of its farm-based customers.

The Company is in the process of diversifying its operations to include sub-prime


financial services to its millions of customers. This diversification is planned to include
crop insurance for local area farmers, as well as small loan lending services.

In addition, the Company also plans to expand areas of operation for its franchise stores
to provide warehousing and distribution services for farm input products, as well as
providing commodity sales of crops on behalf of local farmers.

Much like the original Hudson Bay Company at the turn of the last century, farmers will
be able to borrow against farm inputs, purchase consumer goods and services for personal
consumption, and rely on Esprit / Good Life stores to sell their crops after harvest. They
will be tied to Good Life stores for a great portion of their purchases due to the multiple
service relationships that will all be interconnected.

Good Life Projected Growth


20,000
80,000,000

60,000,000 15,000

40,000,000 10,000

20,000,000 400 4,000


1080 1600
1361
0
2007(Jan.-
2005 2006 2007(E) 2008(E) 2009(E) 2010(E) 2011(E)
August)
No. of Stores 400 1080 1361 1600 4,000 10,000 15,000 20,000
Net Profit 595,577.72 1,112,047.84 1,587,405.38 2,292,751 6,228,329 12,231,868 19,170,127 27,676,845
Revenue 16,412,153.6 9,787,625.68 3,245,602.05 6,253,526 15,539,365 30,431,136 47,432,328 67,579,716
CHINESE OPERATIONS

Good Life Group Limited was incorporated in 1998, by founder Ms.


Dongmei JIA, in conjunction with Hebei Province Supply and Market
Association and other private investors, with contributed capital over $8 million USD.

Established to develop convenience stores in rural areas within Hebei Province, the
Company has been extremely successful. It has grown from a handful of stores to the
largest chain of convenience stores with roughly 1,600 retail outlets serving more than
2.4 million people under the Haorizi retail banner in Hebei.

The current run rate of gross retail sales generated by the chain of Franchisees is over 800
RMB, or $107 million USD.

The Company’s five year plan is to


reach gross retail sales 30 billion
RMB, valued at just over $4 billion
USD. This would see the chain grow to
20,000 retail locations, with roughly 20
logistics centers supporting these stores.

The Company has met with great


success serving the rural areas of Hebei
Province, (population of 66 million). It is well-positioned to expand services from a
simple retail model to a multi-service franchise system that delivers financial services to
meet the specific needs of local farmers.

As it does so, it will begin expanding geographically into key neighboring markets and
targeted urban centers:
… Beijing (Second largest and capital city of PRC. .Population 15 million)
… Tianjin (Urban area is the third largest in China, after Shanghai and Beijing.
Population: 10.4 million).
… Shandong Province (Population: 92 million)
… Henan Province (Population: 97 million)
… Shanxi Province (Population: 32 million)
… Jiangsu Province (Population: 70 million)
RETAIL STORES
From corporate stores to franchise model:

As the Company has continued to grow, it has developed expertise in logistics, and has
refocused corporate efforts to concentrate on the efficiencies generated through
advanced, web-enabled systems and on the supply side as well as the retail distribution
processes.

In 2007, the Company moved forward from a corporate owned retail store strategy to a
franchise system. All 1,600 stores have been converted to franchises, and are now
operated by franchisees. Aggressive expansion of the retail footprint will be made on this
basis.

The franchise approach works incredibly efficiently. The Company has developed
advanced logistics and efficient stock inventory, sales reporting and back end corporate
software solutions, adopting many best practices used by major retailers in the Western
world.

The rate at which the Company can establish


new retail locations is astonishing. Standard
store sizes are 100 sq. meters per location. Retail
outlets are based on a standardized format for
the Haorizi convenience store banner. Store
fixtures, computer systems, signage and
stocking is achieved in a matter of days, rather
than months.

The chain will open nearly 600 new stores this year, and plans call for an accelerated
pace for the next five years that is staggering; reaching 4,000 locations by the end of
2008.

Retail Outlets:

A typical Haorizi store is roughly 100 sq. meters in size, and stocks a very wide selection
of products. This includes:

… Fast food and snack


… Groceries
… Alcoholic Beverages
… Health and Beauty Aids
… Kitchen appliances
… Soft Goods (clothing and footwear)
… Toys
… Newspapers and magazines
… Hardware
… Specialty regional products
Average annual sales per store run RMB600,000 (roughly $80,000 USD). The stores are
supported by a sophisticated POS information system, tracking stock and providing web-
enabled purchasing. Good Life incorporates advanced retail concepts bar codes which
detail product as well as supplier information. This is a significant achievement, given the
rural areas within which the Company operates.

Each store also offers the option of becoming a retail member. Membership offers the
benefits of online ordering and payment, local delivery

The Membership Concept.

Good Life has developed a multi-tier membership concept, that operates at all levels of
the supply and retail chain.

In addition to traditional retail sales, each store also features a membership option for its
customers. Members can order products online via the Company’s web-enabled e-
commerce website (www.huozhan.com ). Deliveries can be m ade to customers within a
1 kilometer trading area around each store, or retail products can be ordered for pickup at
a local franchise store.

This membership concept provides a powerful tool to cross-market products and services
well beyond the traditional offering of a convenience store. In rural areas, farmers can
order farm input supplies and products, and Good Life will be expanding into new areas
in the short-term, such as farm crop insurance, small loans etc.

The Company also utilizes Customer Relation Management (CRM) within it web-
enabled services, to provide higher levels of loyalty and monitor the effectiveness of its
customer service policies and procedures.

A typical store has a membership of 400 local customers.

Franchisees have their own membership program. This provides comprehensive back-
office services, financial reporting, regular news of new products and promotional
programs, store services such as signage etc. At the wholesale level, suppliers and
manufacturers can also apply for
membership. They must meet strict
standards re: product quality, pricing,
and timely delivery of products.
Franchise Systems:

Good Life is applying proven successful retail concepts to the Chinese market, with
excellent success. It is important to remember that many of the retail concepts we take for
granted are absolutely new to many of the Provinces in China. Consumers, particularly
in rural areas, are not accustomed to barcoded products, or computerized check-outs etc.
These are revolutionary business practices.

Potential franchisees are required to meet strict eligibility prerequisites to ensure the
success of each new retail location, as well as to maintain consistent standards of
products and services across the chain.

Once a potential franchisee’s application is accepted, they receive training at the


Company’s head office; including operations manuals, store layout, policies, signage
requirements. Importantly, they are also trained on the operation of the Company’s e-
commerce enabled POS & back office systems.

Standard Franchisee Store Front

Ongoing training upgrades provide opportunity for successful operators to advance up the
organizations management structure.

Franchisees regularly tour Company headquarters to for guidance on store operations and
merchandizing, briefing on upcoming promotions and familiarization with the ever-
expanding portfolio of products and services.
One of the most significant initiatives is its expanding line of private labeled
consumer products, providing increased margins for the Company.

Sample of Haorizi Branded Products

Additionally, the Company is expanding its service delivery capabilities, to incorporate


banking services, postal services, telecommunications, online gaming etc.

Marketing and promotion are also being standardized across the retail network, providing
additional economies of scale previously non-existent in most areas served by the
Company.
BUSINESS MODEL:
The Company has evolved from Corporate owned stores to a franchise system. Based on
the in-house knowledge based that has been developed in running these stores, Good Life
has put together a complete turnkey package to offer its franchisees, as well as a fully
integrated supply chain management system.

Good Life has advanced logistics in place for its three existing warehouses, with
aggressive plans to expand along with the Company’s increasing store count.

It has developed sophisticated e-commerce capabilities that encompass suppliers,


franchise stores and even end-consumers. Good Life has developed proprietary
intellectual property products that provide important competitive advantages in growing
the Company at a rapid pace. These include a logistics platform servicing the needs of
both franchisees and suppliers and manufacturers. Internet e-commerce enabled
consumer level as well as franchisee payment systems; supply chain SCM, CRM systems
as well as integrated POS and back office management information systems and
inventory and shipping monitoring systems round out the Company’s Information
Technology capabilities.

Goods Goods
payment E-payment payment
Safe, Simple, Swift

Order
Good Life
Consumption consumption Store
Supplier E-commerce goods
Goods Platform: members/
members
Farmer
Information
Agricultural Agricultural members
& trade Goods
Production
Materials

Goods Goods
Good Life Logistics:
Timely, accurate,
efficient
Logistics:

The Company currently has 3 logistics centers operating in


Cangzhou, Shijiazhuang and Beijing. Cangzhou, Shijiazhuang
regional logistics centers sere a total distribution radius of 150
km, while the Beijing center handles logistics within a radius of
50 km.

Good Life’s business plans call for an aggressive growth plan within the next three to
five years serving the Beijing-Tianjin - Hebei markets; building a total of 19 logistics
centers, handling approximately 8,000 vendors, 50,000 network shops, and handling
distribution of more than 50 billion yuan (nearly $7
billion USD) in products annually.

The logistics centers will deliver agricultural inputs as


well as consumer products throughout its network. Rural
farmers will be able to sign up as members at the local
store level, entitling them to order their requirements
online, for delivery within local trading areas.

Farming Inputs Â
Good Life Member
Stores
ÁFarm crops
POS
Managem
Membership
Entrust Management
ÃFarming
E-Commerce Technical
Products distribution Instruction
Instruction Service Distribution Management
Sales

Inventory
Settlement Management
Management

Marketing Plans

Good Life Agricultural


Headquarters Inputs and Suppliers
(Member)
Revenue Streams

Franchisees: An upfront fee for the purchase of a franchise generates income over a
three year period. Monthly licensing fees are also levied to cover the use of the Haorizi
brand banner.

On an ongoing basis, revenues are generated through


shipping charges built in to the cost of product.

Software Licensing is a secondary source of revenue.


The Company generates income from 1 time software
purchase and as well as ongoing monthly maintenance
fees for POS and back-office systems, as well as
inventory management.

Head Office IT Department

Suppliers and Manufacturers: Logistics charges for products shipped, merchandising,


promotion and stocking fees are the primary sources of revenues.

Software licensing generates additional revenue on a similar approach as the franchisees;


1 time purchase and ongoing monthly maintenance.

Private Label Products: The expanding portfolio of Haorizi branded products generates
additional margins for the Company. Over time, these are anticipated to become quite
significant.

Direct to Consumer: Consumers who are members can also order products and pay for
them online.
MANAGEMENT TEAM

Chairman & CEO Dongmei Jiaei Jia


Dongmei
• 2007 – Chairman & CEO Esprit Good Life
• 2006 - Present : President of Good Life Group Ltd.
• 2002 - 2003: MBA of Tsinghua University
• 1998 - 2006: Founder/ CEO/ Chairman of Hebei Cang Zhou Good Life
Supermarket Ltd.
• 1988 - 1998: Founder/General Manager of Feitian Decoration Ltd.

GOOD LIFE CHINA


Vice President, E-Commerce
Wenpeng GUI

• 2005 - Present: Vice President/E-commerce Manager of Hebei Good Life


Business Ltd.
• 2001 - 2005: COO of Beijing Jun He Online Technology Ltd.
• 1998 - 2000: Operation Manager of Beijing Zhong Gong Information Technology
Ltd.
• 1997 - 1998: Development Manager of Hua Cheng, Branch of The People’s Bank
of China

Vice President, Logistics


Baoxin Yang

• 2007 - Present: Vice President /Logistics manager of Good Life Group. Ltd
• 1981 - 2007: Vice President /Purchasing manager of Beijing Chaoshifa Co.Ltd
• 1976 - 1980: Serve in the army

CFO
Guoying Zhang

• 2006~present: CFO of Good Life Group. Ltd


• 2002~2006: Manager of Hebei Hongxiang Certified Public Accountants Co. Ltd
• 2002~1994: Cost manager of Shijiazhuang Interlining Factory
CTO
Ming Zen

• Ph.D.&M.S. in computer Sciences, Beijing Univ.; B.S. in Computer Sciences,


Zhejiang Univ.
• 2001 - Present: CTO of Good Life Group. Ltd
• 2000 - 2001 Established internet construction materials purchasing platform

NORTH AMERICAN DIVISION


COO, Forex Trading Division
Peter Presland

Peter Presland has a long and proven track record in developing companies from start-up to
financial success. He has over 35 years experience, covering the entire gamut of sales and
marketing to managing his own business enterprises. Peter brings extensive knowledge of
various core business practices. Over the past several years he has focused on Forex trading
to develop and establish key trading skills and strategies. He will be an asset in furthering the
Company’s success story.
Peter has a degree in Business Administration from London, England. He immigrated to the
United States of America in 1969.

Network Operations, Web Development


Ron Macari

Ron has over 7 years of experience in the computing field including extensive industry
and academic experience. He has earned a BCOM from Ryerson University and has
various diplomas from business and E-Commerce. He has delivered professional business
solutions in mission critical applications and backend data management. Ron is
responsible for the entire Technical Department and is deeply involved in the
maintenance and management of the entire IT structure for the Esprit Financial Group of
companies.
NORTH AMERICAN OPERATIONS

North American operations will operate on an autonomous basis going forward.


Management anticipates significant growth in top-line revenue going in to 2008, as new
operations such as Check 21 services and Forex Trading begin to ramp up marketing and
sales.

The Company has established strong branding under the Cash Now banner, and has a
large network of websites under this and other names generating traffic for it’s web-
enabled services.

In 2007, the Company began a diversification program to leverage its core competencies into
new markets. Efforts have been focused on Internet delivered financial services to a
consumer market. Key attributes for this diversification in business opportunities that have
the following attributes:

• Consumer facing
• Financial Services related
• Internet delivered
Sub Prime Small Loans

www.moneylendingbusiness.com/
The Company is a pioneer in the payday loan industry, and continues to develop the most
comprehensive menu of services in the cash advance industry.

Operations include licensing of a comprehensive suite of Internet-based payday loan and


check cashing software and private label back end office systems for the sub prime
market. The company's proven business model comprises operations in the U.S. and
Canadian markets.

Money Lending Business .com offers complete turnkey


solutions for Internet delivered payday loans. The Company’s
products are licensed to third parties as standalone businesses.
Revenue is derived from the initial purchase of the software,
and monthly administrative fees, creating an ongoing revenue
stream. These fees are not royalties, and allow licensees to
pursue aggressive growth without being weighed down by
service fees that eat into their margins.

CHECK EXPRESS SYSTEM

The perfect solution for a home based Internet payday loan business without the expense of
operating a retail storefront. CHECK EXPRESS offers powerful and robust functionality and
features, such as reporting, exporting data, Trust Vault integration, electronic funds transfer
(EFT) capabilities and a Credit Bureau interface feature.

Our System is designed to enable our Licensees to provide Payday Loans over the Internet or
face to face (where allowed by law) in a small office environment. Our License does not call
for any royalty payments and monthly fees are priced in flat costs. All licensees receive a
customized website which is dynamic and interactive in nature. Customers apply via on-line
application forms at licensee websites, hosted by the Company’s proprietary booking engine.

THE TRUST VAULT

Esprit’s proprietary Trust Vault provides a secure online environment in which sensitive
financial information and transaction data can be held in a secure manner. Loan processing
and consumer information is provided and transacted within this secure vault. It is designed
to be very consumer friendly and extremely simple to use.
"Check 21" (Check Clearing for the 21st Century Act) is a U.S. federal law that became
effective on October 28, 2004. It is designed to enable banks to handle more checks
electronically, which should make check processing faster and more efficient.
Under Check 21, banks can capture a picture of the front and back of the check along with
the associated payment information and transmit this information electronically.

Front and Back view of a substitute check (Source: Federal Reserve)


The international check clearing market represents huge potential for growth. While Check
21 is being increasingly adopted in the United States, it is quite a new concept
internationally. Checks drawn on a U.S. Account, for deposit in international markets often
take 30-45 days to clear, and sometimes even longer. Esprit’s Cash Now 21 reduces the
clearance time to a mere 3 business days or less.

For foreign markets such as Asia and South America that have significant funds flow back
and forth from the U.S., this becomes an invaluable asset. Esprit is intent on being first to
market with as non-financial institution to offer this service.

Initial rollout of services is slated for the Chinese markets. There is very significant latent
demand for this service and we have received an overwhelming response from preliminary
discussions with Chinese banks for our service. Most Chinese banks handle significant
numbers of U.S. denominated checks, whether payroll checks for U.S. citizens working in
China, or for export related payments to international destinations.
GOOD LIFE FOREX TRADING

The Corporation’s Forex division is an introductory


broker to FXDirectDealer, LLC (“FXDD”). This
division will be providing 24 hour access to a
sophisticated trading platform, directly linked to the
Interbank clearing systems, for active day traders.
Heading the division is Peter Presland based at the
Company’s Florida office.

This division previously worked as an Introductory


Broker for Advanced Markets, and The Forex division
is currently preparing to reconstruct its website to reflect
its recent switch to FXDD.

The Foreign Exchange market, also referred to as the


"Forex" or "FX" market is the largest financial market
in the world, with a daily average turnover of US$1.9
trillion — 30 times larger than the combined volume of
all U.S. equity markets. "Foreign Exchange" is the simultaneous buying of one currency and
selling of another. Currencies are traded in pairs, for example Euro/US Dollar (EUR/USD) or
US Dollar/Japanese Yen (USD/JPY). Industry estimates suggest that a full 95% of trading is
speculative, and not tied to international trade.

The division currently trades Forex for its own corporate account, and will be offering a
wider variety of added value services such as managed trading and advanced automated
trading services.
GOOD LIFE CHINA CORPORATION

ITEM XV

FINANCIAL STATEMENTS
December 31, 2007

GOOD LIFE CHINA CORPORATION

Table of Contents

Page
Financial Statements

Management Introduction 3

Asia Pacific Balance Sheet 4

Asia Pacific Statement of Income & Expense 5

Asia Pacific Statement of Cash Flows 6

Esprit Financial Group Balance Sheet 8

Esprit Financial Group Statement of Income & Expense 9

Esprit Financial Group Statement of Cash Flows 10

Esprit Financial Group Notes to the Financial Statements 11-

.
GOOD LIFE CHINA CORPORATION
MANAGEMENT INTRODUCTION

On January 7th, 2008, THE League Publishing Inc. acquired the assets of Esprit Financial Group, Inc.

This acquisition included substantially all of the North American operations, as well as those of Asia
Pacific Enterprises Limited, a Belize based subsidiary of Esprit Financial Group, Inc.

Asia Pacific Enterprises Limited is a holding company whose only assets are a 100% interest in Hebei
Haorizi Trade Stock Co., Ltd.

The Corporation was subsequently renamed Good Life China Corporation pursuant to a board resolution
on January 27th, 2008.

The following financial statements show the results of operations for both Esprit Financial Group, Inc. and
Asia Pacific Enterprises for the year ended December 31st, 2007.

These have not been consolidated, and are provided for additional disclosure purposes on behalf of
Investors interested in the financial performance of the acquired companies prior to the actual acquisition in
January 2008.

It should also be noted that the Asia Pacific statements may not reflect Generally Accepted Accounting
Principles of the United States, given the fact that the Company’s accounting practices reflect those of
China.

Additionally, it should be noted that Asia Pacific’s accounting practices do not reflect total revenues
generated by their 1,600 plus franchisees, which is well in excess of $100 million USD. The Company’s
revenues reflect wholesale revenues from its franchisees, and cost associated thereto.

Esprit Financial Group, inc. have been previously reported on behalf of the Company for he year ended
December 31, 2007.
ASIA PACIFIC ENTERPRISES, LIMITED
BALANCE SHEET
FOR THE YEAR ENDED December 31, 2007
(Unaudited)

BALANCE SHEET

ASSETS 2007
CURRENT ASSETS
Cash $ 3,945,834
Accounts Receivable 3,719,655
Inventory 2,490,029
Deposits & Prepaid Expenses 2,874,734
13,030,252

LONG-TERM INVESTMENTS 483,097


FIXED ASSETS
Property Plant & Equip - net 4,212,957
Construction in Progress 1,061,675
5,274,632

OTHER ASSETS 1,974,140

TOTAL ASSETS $ 20,762,121

LIABILITIES AND SHAREHOLDERS’ EQUITY


CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,160,528
Bank Indebtedness 959,614
Received in Advance 1,769,677
Accrued Payroll 59,304
Taxes Payable 1,094,826

5,043,949
LONG-TERM LIABILITIES
Long-term loans 4,002,961

TOTAL LIABILITIES 9,046,910

SHAREHOLDERS’ EQUITY
CAPITAL STOCK
Paid-in Capital 10,677,633

RETAINED EARNINGS 1,037,578


11,715,211

TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY $ 20,762,121


ASIA PACIFIC ENTERPRISES, LIMITED
STATEMENTS OF INCOME AND EXPENSE
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

2007

REVENUE $ 5,938,107

COST OF SALES
Cost of main operations 1,659,732
Operating expense 821,142
Tax and levies on main operations 14,207

TOTAL COST OF SALES 2,495,081

GROSS PROFIT 3,443.026

OPERATING EXPENSES
General and administrative 1,009,430
Financing Expense 418,207
TOTAL 1,427,637

Net Profit from Operations 2,015,389

Investment Income
Subsidy Income 184,339
Non-operating income 3,206
Non-operating expense 69,820

TOTAL PROFIT 2,272,754

INCOME TAXES 491,242

NET PROFIT $ 1,781,513

DEFICIT – Beginning of period ( 743,935)


RETAINED EARNINGS – End of the period $ 1,037,578
ASIA PACIFIC ENTERPRISES, LIMITED
STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

CASH FLOWS

Cash flows from operating activities


Profit from operations $ 1,781,512
Adjustments for loss from operations
To cash flows from operating activities:
Amortization of assets 226,273
Gain on disposal of assets 66,614
Finance Expenses 1,889
Net Change in-non cash operating items
Accounts Receivable 3,049,741
Inventory -1,870,167
Prepaid Expenses 3,891
Accounts Payable -4,213,359

Cash flows from operating activities $ -953,605


Cash flows from investing activities:
Bank Indebtedness -105,206
Cash from capital contributions 2,993,691
Other cash from financing activities -

Cash used in investing activities $ 2,888,485


Cash flows from financing activities:
Acquisition of property & equipment -173,826
Cash from disposal of investments -138,649
Other cash relating to investment activities -

Cash used for financing activities $ -312,475


Net increase (decrease) in cash 1,622,405
Effect of Foreign Exchange 216,043
Cash at the beginning of period 2,107,386
Cash at the end of period $ 3,945,834
ESPRIT FRINANCIAL GROUP, INC.
December 31, 2007

Table of Contents

Page

Quarterly Financial Statements

Consolidated Balance Sheet 8

Consolidated Statement of Earnings and Deficiency 9

Consolidated Statement of Cash Flows 10

Consolidated Statement of Shareholders’ Deficiency 11

Notes to Consolidated Financial Statements 12-18


ESPRIT FINANCIAL GROUP
CONSOLIDATED BALANCE SHEET
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

BALANCE SHEET

ASSETS Dec Qtr 07


CURRENT ASSETS
Cash $ 74,365
Accounts Receivable 42,756
Loan Receivable (Note 2) 18,750
TOTAL CURRENT ASSETS 135,871

INVESTMENTS - Asia Pacific Enterprise (Note 3) 1,047,640


- Check 21 China (Note 3) 898,894
- Harbour 1 and Harbour 11 (Note 3) 110,000

LOAN RECEIVABLE - Long Term- Asiana Corporation (Note 2) 250,000

FIXED ASSETS (Note 8) 643,849


GOODWILL 145,293
TOTAL ASSETS $ 3,231,547

LIABILITIES AND SHAREHOLDERS’ EQUITY


CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 112,562
Line of Credit (Note 4) 75,000
TOTAL CURRENT LIABILITIES -
187,562
SHAREHOLDERS’ EQUITY
CAPITAL STOCK
Common stock, authorized 14,000,000,000 shares, 4,052,254
Issued and outstanding 13,825,256,000 shares
Preferred Stock issued and outstanding – 2,000 shares
DEFICIT (1,008,269)
TOTAL SHAREHOLDERS’ EQUITY 3,043,985
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 3,231,547

The accompanying notes are an integral part of these consolidated financial statements
ESPRIT FINANCIAL GROUP
CONSOLIDATED STATEMENTS OF EARNINGS AND DEFICIT
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

EARNINGS Dec Qtr 07


SALES
Franchise/License Sales $ 112,450
IFGX Consulting Fees 84,350
Interest Earned 27,224
Other 21,400
TOTAL SALES 245,424

COST OF SALES
Contract Labour 66,200
Commission 11,475
Training and outside services 15,540
TOTAL COST OF SALES 93,215

GROSS PROFIT 152,209

OPERATING EXPENSES
Marketing, Advertising and Promotion 76,600
Auto and Travel 40,201
Depreciation of Fixed Assets 138,135
General and administrative 23,654
Interest and Bank charges 7,640
Legal and Accounting 33,420
Office Expenses 33,760
Payroll taxes 9,350
Salaries, Wages and benefits 75,750
Telecommunication and Internet 50,300
TOTAL OPERATING EXPENSES 488,810

NET PROFIT (LOSS) $ (336,601)

DEFICIT – Beginning of period (671,668)


DEFICIT – End of the period $ (1,008,269)

The accompanying notes are an integral part of these consolidated financial statements
ESPRIT FINANCIAL GROUP
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

CASH FLOWS

Cash flows from operating activities


Profit/Loss from operations $ (336,601)
Adjustments for loss from operations
To cash flows from operating activities:
Amortization of goodwill 0
Depreciation of fixed assets 138,135
Cash flows from operating activities $ (198,466)
Cash flows from investing activities:
Capital expenditures -
Investment in acquisitions (978,174)
Increase accounts receivable 69,564
Increase in loans to related companies -
Cash used in investing activities $ (908,610)
Cash flows from financing activities:
Increase in accounts payable and accrued liabilities 105,712
Increase in loans from related companies 75,000
Increase in loans payable -
Issuance of capital stock 325,060
Cash used for financing activities $ 505,772
Net increase (decrease) in cash $ (601,304)
Cash at the beginning of period $ 675,669
Cash at the end of period $ 74,365

The accompanying notes are an integral part of these consolidated financial statements
ESPRIT FINANCIAL GROUP
STATEMENT OF SHAREHOLDERS’ DEFICIENCY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

Dec Qtr 2007 Preferred Stock Common Stock Deficit Total


Shares Amount Shares Amount

Balance Sept 30, 2007 0 $ - 10,296,000,000 $3,727,194 ($ 671,668) $ 3,055,526

Issuance of stock 2,000 $ - 3,529,256,000 $ 325,060 $ (336,601) $ ( 11,541)

Balance Dec 31, 2007 2,000 $ - 13,825,256,000 $4,052,254 $ (1,008,269) $3,043,985

The accompanying notes are an integral part of these consolidated financial statements
ESPRIT FINANCIAL GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

On July 12th 2004, Cash Now Corporation (formerly B Com Inc.) acquired all of the outstanding shares of
Cash Now.Com LLC. Cash Now USA. Com Inc. and Cash Now Fransys Inc. in an all share transaction.

The company issued restricted shares to acquire 100% of the three entities crediting $ 1 to capital stock.
Cash Now USA.Com Inc and Cash Now Fransys where sold in May 2005. Cash Now Capital Inc. Cash
Now Systems Inc. and Cash Now Developments where purchased in May 2005.

In May 2006 Cash Now Corporation acquired all of the outstanding shares of Cash Now Pty Ltd an
Australian Company operating the Australian Master Franchise since of Cash Now. Cash Now Pty Ltd has
operating corporate stores and franchises in Australia and is a market leader in the payday lending and
cheque-cashing arena.

In May 2007, the Company acquired all of the assets of ATM Business Solutions as well as IFGX.com Inc
in a stock for stock deal. Stock was also issued in the quarter to retire debt.

The company changed its corporate name to Esprit Financial Group Inc and a new CUSIP number was
issued on March 22nd, 2007. The company has a new ticker symbol (EFGO).

On April 17th, 2007, the Company issued 2,000 preferred shares with 30 million:1 super voting rights in
conjunction with a secured line of credit for up to $600,000.00 secured by a GSA on Company assets.

In May 2007, the Company acquired all of the assets of ATM Business Solutions as well as IFGX.com Inc.
in a stock for stock deal. Stock was also issued in the quarter to retire debt.

These consolidated financial statements were compiled from the financial statements of the subsidiaries.
The subsidiaries are noted below:

• CASH NOW DEVELOPMENTS INC.


• IFGX INC.
• ATM BUSINESS SOLUTIONS

In November, 2007, Cash Now PTY. Ltd. Ceased operations. This was in response to new legislation
passed in Australia that essentially prohibited sub-prime payday loans. The consolidated statements of
earnings reflect earnings from the above entities for the period.

NOTE 2. LOAN RECEIVABLE

In June, 2007, Esprit provided mezzanine financing to Global Vision Holdings, Ltd. In the amount of $250,000.
The funding is in the form of subordinated debt, and carries an annual interest rate of 15%, payable twice a year
beginning Dec 31st, 2007. Debt repayments begin March 31st, 2009 at the rate of $50,000 per quarter in 5
installments.

Additionally, stock warrants have been granted, under the following terms;
… The lesser of $100,000 worth of stock, the face value of the debt still outstanding, or 5% of the
outstanding stock as of December 31st each year at a strike price based on the average price per
share traded in the previous 90 days.
… The stock warrants can only be exercised once in a calendar year, beginning June 30th, 2009.

NOTE 3. INVESTMENTS

Purchased 100% of GLOBAL VISION HOLDING INC on April 16th, 2007 for $80,000 and subsequently sold
76.33% of the shares on May 2nd 2007 to a private party for $200,000, realizing an extraordinary gain on sale of
$138,934. The remaining 23.67% of Global was sold on August, 2007 for $175,000.

Purchased in May, 2007 Harbour I Inc. and Harbour II Inc. for a total of $110,000.

Purchased 100% of CHECK 21 CHINA on June 29th 2007 for a value of $898,894 financed through a stock
issue of 1,787,787,990 shares of Esprit Financial Group (EFGO).
-
The Company has capitalized legal and accounting costs as well as proceeds from the sale of 3 billion
shares of stock issued from treasury that relate to the purchase of Asia Pacific Enterprises Limited, totaling
$1,047,640 during the last quarter of 2007.

NOTE 4. LINE OF CREDIT

On April 17th, 2007, the Company issued 2,000 preferred shares with 30 million:1 super voting rights in
conjunction with a secured line of credit for up to $600,000.00 secured by a GSA on Company assets.

The Company drew down a total of $75,000 on the Line of Credit during the fourth quarter.

NOTE 5. MATERIAL DEVELOPMENTS AND SUBSEQUENT EVENTS

Good Life China:

On October 8, 2007 the company entered into a Purchase Agreement to acquire 100 per cent of Hebei
Haorizi Company Ltd. (Good Life), A mainland China based company, in consideration of five million in
cash and stock, for a total consideration of $47 million,. Subsequently, on December 24th, 2007, the terms
of the acquisition were modified in light of a number of considerations. These included the creation of a
Special Purpose Corporation, Asia Pacific Enterprises Limited in Belize as a holding Company for Good
Life.

Additionally, on November 30, 2007 Esprit entered into a purchase and sale agreement with The League
Publishing, Inc. (TLGP), a Nevada corporation, which included the existing assets of Esprit and Good Life.
Total consideration for the Acquisition was established at $60.5 million in an all stock transaction. TLGP
will issue 85 million common shares of TLGP at a value of $0.70 each, of which 80 million will be
assignable to Asia Pacific Enterprises Limited upon closing, which is anticipated in the first quarter of
2008.

The company also passed a resolution to distribute approximately 14 million shares of TLGP stock to
MonArc shareholders as of Friday February 1st, 2008 on a 1:1 basis for shares of MonArc (subsequent to
the reverse split).

In November 2007, the company passed a resolution to reverse its stock from 14 billion shares to 14
million shares in a 1000-1 stock reversal.

On December 31, 2007, the company formalized a SPC Agreement with Pacific Asia Group for the sale of
its assets to TLGP.

On January 9th, 2008 the company changed its name to MonArc Corporation..
Pursuant to the name change, the company entered into a share purchase agreement with Canden Financial
Group to acquire 100 per cent of Canden on an all-stock basis of one million post reverse payout.

NOTE 6. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting policies and procedures are listed below. The company has adopted a December 31 yearend.

Accounting Basis

We have prepared the consolidated financial statements according to generally accepted accounting
principles (GAAP).

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less as
cash equivalents. As of December 31, 2007, the company had no cash or cash equivalent balances in excess
of the federally insured amounts. The Company’s policy is to invest excess funds in only well capitalized
financial institutions.

Earnings per Share

The Company adopted the provisions of SFAS No. 128, "Earnings per Share." SFAS No. 128 requires the
presentation of basic and diluted earnings per share ("EPS"). Basic EPS is computed by dividing income
available to common stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS includes the potential dilution that could occur if options or other contracts to issue
common stock were exercised or converted.

The Company has not issued any options or warrants or similar securities since inception.

Stock Based Compensation

As permitted by Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-
Based Compensation--Transition and Disclosure", which amended SFAS 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation", the Company has elected to continue to follow the intrinsic value method
in accounting for its stock-based employee compensation arrangements as defined by Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees”, and related
Interpretations including "Financial Accounting Standards Board Interpretations No. 44, Accounting for
Certain Transactions Involving Stock Compensation", and interpretation of APB No. 25. At December 31,
2007 the Company has not formed a Stock Option Plan and has not issued any options.

Dividends

The Company has adopted a policy regarding the payment of dividends. Dividends may be paid to
shareholders once all divisions are fully operational and profitable. The Board may also pay dividends to
counter any short selling or undermining of the entity. See Note 1.

Fixed Assets

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciation
over the assets’ estimated useful lives. Maintenance and repairs are charged to expense as incurred; major
renewals and improvements are capitalized. When items of fixed assets are sold or retired, the related cost
and accumulated depreciation are removed from the accounts and any gain or loss is included in income.
Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the
deferred income taxes. Provision is made for the deferred income taxes where differences exist between the
period in which transactions affect current taxable income and the period in which they enter into the
determination of net income in the financial statements.

Advertising

Advertising is expensed when incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

Goodwill

Goodwill is created when we acquire a business. It is calculated by deducting the fair value of the net
assets acquired from the consideration given and represents the value of factors that contribute to greater
earning power, such as a good reputation, customer loyalty or intellectual capital.

We assess goodwill of individual subsidiaries for impairment in the fourth quarter of every year, and when
circumstances indicate that goodwill might be impaired.

NOTE 7. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a
going concern. The Company incurred a loss for the period through to Dec 31, 2007 of $ 336,601 The
Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain
additional financing as may be required and ultimately to attain profitability. These financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted accounting standards will have a
material effect on the Company's results of operations or on the reported amounts of its assets and liabilities
upon adoption.

NOTE 8. SHAREHOLDERS’ EQUITY

Common Stock:

On July 12, 2004 the Company purchased all issued and outstanding shares of Cash Now Fransys Inc.,
Cash Now.com LLC and Cash Now USA.com LLC . In May 2005 the Company sold Cash Now USA.Com
Inc and Cash Now Fransys and purchased Cash Now Capital Inc. Cash Now Systems Inc. and Cash Now
Developments. As of December 31, 2007 the company has 13,825,256,000 shares of common stock issued
and outstanding.

NOTE 9. PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in
accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these
differences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the deferred tax assets will not be
realized. The provision for income taxes is comprised of the net changes in deferred taxes less the
valuation account plus the current taxes payable as shown in the chart below.

NOTE 10. FIXED ASSETS

Fixed assets consist of the Accumulated


following at December 31, 2007 Cost Depreciation Depreciation Net 4th Qtr

Proprietary Software $ 565,000 $ 113,235 $ 113,235 $ 451,765

Computer $ 143,560 $ 10,400 $ 90,325 $ 53,235

Furniture and Equipment $ 265,090 $ 14,500 $ 126,241 $ 138,849

Total $ 973,650 $ 138,135 $ 329,801 $ 643,849

These financial statements and notes thereto present fairly, in all material respects,
the financial position of the company and the results of its operations and cash
flows for the periods presented, in conformity with accounting principles generally
accepted in the United States, consistently applied and hereby certified by
Garr Winters, President, ESPRIT FINANCIAL GROUP.
Certification of Current Information

I, Dongmei Jia, certify that:

1. I have reviewed this summary of Current Information of Good Life China


Corporation.

2. Based on my knowledge, this disclosure statement does not contain any


untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financial


information included or incorporated by reference in this disclosure
statement, fairly present in all material respects the financial condition,
results of operations and cash flows of the issuer as of, and for, the
periods presented in this disclosure statement.

Date:

Dongmei Jia
President and Director

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